SEC Filings

the occurrence of certain events of bankruptcy, insolvency, or similar proceedings with respect to us or any substantial part
of our property; or

(5)

any other Events of Default that may be set forth in the applicable prospectus supplement.

If an Event of Default (other than an Event
of Default specified in clause (4) above) with respect to the debt securities of any series then outstanding occurs and is continuing,
then either the trustee or the holders of not less than 25% in principal amount of the securities of all such series then outstanding
in respect of which an Event of Default has occurred may by notice in writing to us declare the entire principal amount of all
debt securities of the affected series, and accrued interest, if any, to be due and payable immediately, and upon any such declaration
the same shall become immediately due and payable.

If an Event of Default described in clause
(4) above occurs and is continuing, then the principal amount of all the debt securities then outstanding and accrued interest
shall be and become due immediately and payable without any declaration, notice or other action by any holder of the debt securities
or the trustee.

The trustee will, within 90 days after
the occurrence of any default actually known to it, give notice of the default to the holders of the debt securities of that series,
unless the default was already cured or waived. Unless there is a default in paying principal or interest when due, the trustee
can withhold giving notice to the holders if it determines in good faith that the withholding of notice is in the interest of the
holders.

Satisfaction, Discharge and Defeasance

We may discharge our obligations under
each indenture, except as to:

·

the rights of registration of transfer and exchange of debt securities, and our right of optional redemption, if any;

·

substitution of mutilated, defaced, destroyed, lost or stolen debt securities;

·

the rights of holders of the debt securities to receive payments of principal and interest;

·

the rights, obligations and immunities of the trustee; and

·

the rights of the holders of the debt securities as beneficiaries with respect to the property deposited with the trustee payable
to them (as described below);

when:

·

either:

·

all debt securities of any series issued that have been authenticated and delivered have been delivered by us to the trustee
for cancellation; or

·

all the debt securities of any series issued that have not been delivered by us to the trustee for cancellation have become
due and payable or will become due and payable within one year or are to be called for redemption within one year under arrangements
satisfactory to the trustee for the giving of notice of redemption by such trustee in our name and at our expense, and we have
irrevocably deposited or caused to be deposited with the trustee as trust funds the entire amount sufficient to pay at maturity
or upon redemption all debt securities of such series not delivered to the trustee for cancellation, including principal and interest
due or to become due on or prior to such date of maturity or redemption;

·

we have paid or caused to be paid all other sums then due and payable under such indenture; and

·

we have delivered to the trustee an officers’ certificate and an opinion of counsel, each stating that all conditions
precedent under such indenture relating to the satisfaction and discharge of such indenture have been complied with.